Decree No. 11/2005/ND-CP On detailed regulations on technology transfer (amended)

DECREE OF THE GOVERNMENT

Detailed regulations on technology transfer (amended)

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Based on the Civil Code dated October 28, 1995;

To promote technology transfer activities;

At the proposal of the Minister of Science and Technology,

DECREE:

PART I
GENERAL PROVISIONS

Article 1. Scope of Application

1. This Decree provides detailed regulations on technology transfer to guide the implementation of provisions in Chapter III, Part Six of the Civil Code adopted by the National Assembly of the Socialist Republic of Vietnam on October 28, 1995.

2. This Decree applies to organizations and individuals, both domestic and foreign, engaging in the following activities:

a) Technology transfer from abroad into Vietnam;

b) Technology transfer within the country;

c) Technology transfer from Vietnam to abroad.

3. The technology transfer section in Import Equipment Contracts or Technology Transfer Contracts accompanying Import Equipment Contracts must comply with this Decree.

4. In cases where international treaties to which Vietnam is a party provide different regulations from those in this Decree, such treaties shall be applied.

Article 2. Explanation of terms

In this Decree, the terms are understood as follows:

1. "Technology transfer" refers to the form of buying and selling technology based on a Technology Transfer Contract that complies with legal provisions. The seller has the obligation to transfer comprehensive knowledge of the technology or provide machinery, equipment, services, training... along with technological knowledge to the buyer, and the buyer has the obligation to pay the seller for receiving and using the technological knowledge according to the agreed conditions and recorded in the Technology Transfer Contract.

2. "Transferor" refers to the "Party transferring technology" mentioned in the Civil Code.

3. "Recipient" refers to:

"The Party receiving transferred technology" mentioned in the Civil Code.

4. The payment price for technology transfer is the total amount the Recipient must pay the Transferor throughout the duration of the Contract.

5. "Trade secret" refers to important technical experiences, knowledge, information accumulated and discovered during research, production, business operations, capable of creating high-quality services and products, generating significant economic benefits, and providing competitive advantages in the market.

6. Domestic technology transfer means technology transfer within the territory of Vietnam, excluding transfers through the boundaries of Vietnam's Export Processing Zones.

7. Technology transfer from abroad into Vietnam means transferring technology from outside the national border or from Vietnam's Export Processing Zones into the territory of Vietnam.

8. Technology transfer from Vietnam to abroad means transferring technology from within the national borders to outside the national borders of Vietnam or transferring into Vietnam's Export Processing Zones.

9. "Net selling price" is the selling price of products and services created using transferred technology, calculated from the sales invoice minus the following items:

a) Value-added tax, special consumption tax, export tax if included in the sales invoice;

b) Purchase price, transportation costs, insurance, import taxes for semi-finished products, parts, components, spare parts imported or purchased domestically;

These semi-finished products, parts, components, spare parts are determined in the Contract depending on the technology and type of product produced by the transferred technology.

c) Costs for packaging materials, packaging costs, transportation costs of the product to the place of consumption, advertising costs.

10. Net revenue is the revenue from selling products and services created using transferred technology, calculated from the sales invoice minus value-added tax, special consumption tax, export tax (if included in the sales invoice).

11. Pre-tax profit of the enterprise is calculated by subtracting total production costs from net revenue.

12. Technology assessment is the activity of analyzing the current state of technology to determine its level, value, and impact on economic and social development and the environment.

13. Technology appraisal is the activity of reviewing and evaluating the feasibility and suitability of selected technology compared to the State's technology development policy and the objectives, contents of the Technology Transfer Contract, Investment Project.

14. Technology inspection is the activity of checking and evaluating the degree of compliance of technology in practice with the contents of the Technology Transfer Contract, Investment Project.

15. A technology assessment and inspection organization is a recognized scientific and technological service organization that meets the conditions to carry out technology assessment and inspection and must bear legal responsibility for the results of their assessment and inspection.

Article 3. Conditions for Technology Transfer

Individuals, legal entities, or other subjects have the right to transfer technology when they meet the following conditions:

1. The transferring party is the lawful owner of the technology or has the right to transfer the right to use the technology.

2. The technology does not violate the provisions of Article 5 of this Decree.

Article 4. Contents of Technology Transfer

Technology transfer includes the transfer of one or more of the following contents or all of them:

1. The technological content related to or attached to industrial property objects that are permitted to be transferred and are within the period protected by Vietnamese law. The transfer purely of ownership and usage rights of industrial property objects is regulated by the law on intellectual property.

2. Trade secrets about technology, knowledge in the form of technical solutions, technical processes, preliminary design documents and technical design documents, formulas, technical parameters, drawings, technical diagrams, computer software (transferred under the Technology Transfer Contract), information data about transferred technology (hereinafter referred to as technical information) with or without accompanying machinery and equipment.

3. Rationalization solutions for production, technological innovation.

4. Implementing various forms of service support for technology transfer so that the receiving party can obtain technological capacity to produce products and services with quality specified in the Technology Transfer Contract including:

a) Selection of technology, guidance on installation of equipment, trial operation of equipment chains to apply transferred technology;

b) Technical management consulting, business management consulting, guidance on implementing transferred technical processes;

c) Training, instruction, improving professional and managerial skills of workers, technical staff, and managers to master and operate transferred technology.

5. Machinery, equipment, technical means accompanying one or more of the contents mentioned in Clauses 1, 2, 3, and 4 of this Article.

6. Granting special business privileges, whereby the receiving party uses the trademark, brand name, and trade secrets of the transferring party to conduct business activities in the commercial service sector. The term of the Special Business Privilege Contract is agreed upon by both parties according to the law.

Article 5. Technologies Not Permitted to Be Transferred

Technologies not permitted to be transferred according to the regulations include:

1. Technologies that do not meet the requirements stipulated in Vietnamese laws on labor safety, occupational health, human health, and environmental protection.

2. Technologies that have adverse effects and cause negative consequences on culture, national defense, national security, social order, and public safety in Vietnam.

3. Technologies that do not bring technical, economic, or social benefits.

4. Technologies serving the fields of national security and defense without permission from competent state authorities.

Article 6. Ensuring the Right to Use Industrial Property Objects Transferred Is Not Infringed Upon by Third Parties

Rights to Use Industrial Property Objects Transferred whose rights are infringed upon by third parties shall be handled in accordance with the law on intellectual property.

Article 7. Rights to Develop Transferred Technology

1. The receiving party has the right to improve and develop transferred technology without notifying the transferring party, except where the parties have agreed otherwise in the Technology Transfer Contract.

2. The transfer of improvements and developments of technology already transferred shall be carried out through an agreement in the existing contract or a new contract or a supplementary contract concluded between the parties on the principle of equality and mutual benefit.

Article 8. Right to Request Evaluation and Appraisal of Technology

Organizations and individuals have the right to request organizations to evaluate and appraise technology to carry out the evaluation and appraisal of technology as a basis for technology transfer or to assess the results of technology transfer. Certificates of evaluation and appraisal issued by such organizations for transferred technology shall be prioritized as legal documents for competent authorities to consider and decide on investment or registration of technology transfer contracts.

PART II
TECHNOLOGY TRANSFER CONTRACTS

Article 9. Principles for Drafting Contracts

1. All technology transfer activities must be based on a written Technology Transfer Contract (hereinafter referred to as the Contract) and comply with the provisions of this Decree. The Contract serves as the basis for the parties to fulfill their commitments, ensuring the legality of technology transfer, payment, and dispute resolution.

2. The Contract may be established for the transfer of one or more of the technology contents stipulated in Article 4 of this Decree.

In cases where the transferring party transfers multiple technology contents to the receiving party, the transfer of these contents must be established in a single Contract.

In cases where the transferring party transfers technology accompanied by machinery, equipment, and technical means, the Contract must include a list of machinery, equipment, and technical means.

3. In a Technology Transfer Contract for production equipment chains or complete equipment or project investment equipment if it includes technology transfer, the technology transfer part must be established as a separate section of the equipment import Contract and comply with the provisions of this Decree. Technology transfer costs must be calculated separately (not included in the equipment price).

4. In cases where there is already a Contract but the transferring party and the receiving party wish to supplement or change the Contract contents, the parties must establish a Supplementary Contract in accordance with the provisions of this Decree.

Article 10. Industrial Property Objects in Technology Transfer

In cases where the transferring party transfers ownership and usage rights of industrial property objects and other contents stipulated in Article 4 of this Decree to the receiving party, the part transferring ownership and usage rights of industrial property objects shall be established as a separate section in the Technology Transfer Contract.

Part on Transfer of Ownership and Use Rights to Industrial Property Objects in Technology Transfer Contracts shall be governed by the laws on industrial property.

Article 11. Technology Transfer Contract for Research and Development Results and New Technology Deployment

1. The State encourages the transfer of research and development results and new technology deployment that comply with this Decree's provisions, based on protecting confidential information and trade secrets according to Vietnamese law and international treaties to which Vietnam is a party.

2. For the transfer of research and development results and new technology deployment using state funds, in addition to complying with this Decree's provisions, such transfers must also adhere to regulations concerning the use of state funds in scientific and technological activities.

3. The transferring party and the receiving party shall agree on the right to file applications for protection of industrial property objects, the method, and the remuneration level for the author of the research and development results and new technology deployment, in accordance with the laws on industrial property and technology transfer.

Article 12. Contents of Technology Transfer Contracts

The contract includes the following main contents:

1. Name and form of the technology being transferred.

2. Name and address of the transferring party and the receiving party. Names and positions of representatives of both parties.

3. Concepts and terms used in the contract.

4. Objectives, content, scope, characteristics, quality, and outcomes of the technology transfer.

In cases where the transferred technology contains content protected by an industrial property certificate issued by a competent authority in Vietnam, the contract must include a separate clause or section on the transfer of industrial property rights.

5. Rights and responsibilities of the parties in implementing the technology transfer, ensuring guarantees, warranties, and environmental protection.

6. Plan, schedule, duration, location, and method of technology transfer.

7. Price and payment method.

8. Duration of the contract.

9. Applicable law (for technology transfer contracts from foreign countries to Vietnam).

In addition to the main contents stipulated in this Article, the parties may agree to include other contents in the contract, but they must not contravene Vietnamese law.

Article 13. Language of Technology Transfer Contracts

Technology transfer contracts and accompanying documents must be drafted in Vietnamese. In cases where the parties to the contract are individuals, legal entities, or organizations from foreign countries, the contract may also be drafted in a commonly used foreign language agreed upon by the parties. Vietnamese and foreign language versions of the contract have equal legal force.

Article 14. Effective Date of Technology Transfer Contracts

1. Effective date of the contract:

a) For contracts not required to be registered, the effective date of the contract is determined by mutual agreement between the parties;

b) For contracts required to be registered, the effective date of the contract is calculated from the date the competent state management agency confirms registration;

c) Within fifteen working days from receipt of a valid contract dossier, if the competent state management agency does not issue a request for amendment or supplementation, the effective date of the contract is calculated from the sixteenth working day from the date the agency receives a complete and valid dossier.

2. If the contract includes a section on the transfer of ownership and use rights to industrial property objects, that section shall take effect in accordance with the laws on industrial property.

3. The start and end dates for calculating payment prices for technology transfer are agreed upon by the parties.

The start and end dates for calculating payment prices for technology transfer may coincide or differ from the period during which the contract is effective. Payment can only be made after the contract becomes effective.

4. For projects already granted investment permits, certificates of investment incentives, or investment decisions by state agencies, the transferring party may immediately proceed with technology transfer, but the contract must be registered no later than eighteen months from the start of technology transfer. In cases where the contract is registered later than stipulated herein, the receiving party can only pay for technology transfer content implemented within a maximum of eighteen months prior to the contract's registration confirmation date.

Article 15. Duration of Technology Transfer Contracts

1. The duration of the contract is the period during which the contract is effective.

The contract duration is agreed upon by the parties based on the requirements and content of the transferred technology, but it cannot exceed seven years from the date the contract becomes effective.

2. Where the parties agree on a contract duration longer than seven years, the competent state agency may allow a longer duration in one of the following cases, but not exceeding ten years:

a) The technology belongs to the world's advanced category and the transferring party commits to continuing to transfer improvements throughout the contract term;

b) The transferred technology has significant implications for economic and social development;

c) The transferred technology produces goods belonging to the world's new generation.

3. The duration of the transfer of ownership and use rights to industrial property objects is agreed upon in accordance with the laws on industrial property.

Article 16. Obligation to Perform Technology Transfer Contracts

The receiving party and the transferring party have the obligation to perform the agreements regarding the rights and obligations of each party as stipulated in the contract. If there is a violation of the agreed provisions, the party in breach shall bear responsibility as provided in the contract.

Article 17. Method and Principles for Resolving Disputes

1. During the implementation of the contract, disputes between the parties shall first be resolved through negotiation and mediation.

2. In cases where the parties do not agree to resolve disputes at an arbitration institution, the disputes will be resolved by the competent court according to Vietnamese law.

3. Technology transfer from abroad to Vietnam must comply with Vietnamese law and international treaties to which the Government of the Socialist Republic of Vietnam has signed or joined.

4. In cases where a dispute involves at least one party being an individual, legal entity, or organization from outside Vietnam, the dispute shall be resolved by arbitration or court as agreed upon in the Contract. If the parties have no agreement or their agreement is void, the dispute shall be resolved by the competent court according to Vietnamese law.

5. In cases of disputes with third parties regarding ownership or usage rights to technology, the transferring party shall be responsible for negotiating with the receiving party to resolve the dispute. If the technology transfer causes a dispute over industrial property rights with a third party, the transferring party shall bear responsibility for resolving that dispute.

Article 18. Void Contract for Technology Transfer

1. Technology transfer contracts are considered void when:

a) The transferring party does not meet the conditions stipulated in Article 3 of this Decree;

b) The contract falls under the category required to be registered but has not been confirmed or its registration confirmation has been revoked according to this Decree.

2. A contract is considered void in part when it contains provisions violating the law, but such violations do not affect the remaining parts of the contract.

Article 19. Legal Consequences When a Technology Transfer Contract is Void

1. When a contract is entirely void:

a) The parties may not perform the contract if it has not yet been performed;

b) If the contract is currently being performed, the parties must terminate its performance;

c) The entire void contract does not create any rights or obligations of the parties from the time of establishment. The party at fault causing damage must compensate for it.

2. When a contract is partially void:

a) The parties must agree to amend the contract according to the Civil Code and this Decree or cancel the portion deemed void in the contract;

b) If performing a partially void contract results in consequences similar to those of a wholly void contract, the provisions of Clause 1 of this Article shall apply.

Article 20. Amendment, Modification, or Partial Revocation of Technology Transfer Contracts

Technology transfer contracts can be amended, modified, or partially revoked with the mutual consent of all parties.

For contracts required to be registered according to Article 31 of this Decree, amendments, modifications, replacements, or partial revocations of technology transfer contracts only become effective after approval by the registration confirmation authority through a supplementary registration confirmation document.

Article 21. Termination of Technology Transfer Contracts

1. The contract terminates in the following cases:

a) The contract expires according to the terms specified in the contract;

b) The contract is terminated prematurely by mutual written agreement between the parties;

c) Force majeure occurs and the parties agree to terminate the contract;

d) The contract is canceled or suspended by a competent state management agency due to violation of the law;

đ) An already effective contract can be unilaterally revoked by mutual written agreement between the parties; the parties must bear responsibility for damages caused to third parties related to the termination of the contract.

Upon revoking the contract, the parties must notify the registration confirmation authority in writing.

e) When one party acknowledges a breach of the contract or there is a conclusion by a competent state agency that the contract has been breached, the aggrieved party has the right to unilaterally suspend the performance of the contract.

2. In cases where the contract is terminated according to points a, b, and c of Clause 1 of this Article, the provisions on dispute resolution and complaints in the contract continue to be valid during the litigation period prescribed by law.

3. In cases where the contract is terminated according to points d, đ, and e of Clause 1 of this Article, the breaching party must compensate for losses caused by the breach of the contract, except where the contract provides otherwise.

Article 22. Acceptance and Evaluation of Technology Transfer Contracts

For technology transfers from abroad to Vietnam and domestic technology transfers:

1. During the validity period of the contract, the receiving party must submit an annual report on the results of technology transfer for the year (as per the contract content) to the registration confirmation authority.

2. Upon expiration of the contract's validity, both the transferring and receiving parties must prepare a record evaluating the implementation results of the technology transfer contract. The receiving party must submit the evaluation record of the contract implementation results to the registration confirmation authority within thirty days from the date both parties sign the record.

CHAPTER III
PROVISIONS RELATED TO THE FINANCIAL ASPECTS OF TECHNOLOGY TRANSFER
TECHNOLOGY TRANSFER

Article 23. Price of transferred technology

1. For technology transfer contracts where the receiving party does not use state budget funds, state development investment credit, or state-guaranteed credit, the parties involved in the contract shall agree on the price and payment method for technology transfer.

2. For technology transfer contracts where the receiving party uses state budget funds, state development investment credit, or state-guaranteed credit, based on reviewing and comparing the economic and technical effectiveness of various technology options, the project investor must establish a technology transfer contract for examination and decision-making by the competent authority for investment decisions. The project investor and the competent authority for investment decisions shall be responsible under the law for the content of the technology and the payment price for technology transfer (the competent authority for investment decisions and the investment decision-making process are carried out according to the Investment Management and Construction Regulations issued by the Government).

3. For technology transfer contracts where the receiving party uses multiple sources of capital that cannot be separately identified for individual project components or tasks, the technology transfer contract of the enterprise or project shall be managed according to the regulations applicable to the source of capital with the highest percentage (%) in the total investment amount of the project. In cases where the receiving party's total proportion of state budget capital, state development credit capital, and state-guaranteed credit capital is equal to or greater than the total proportion of other sources of capital, the price and payment method in the enterprise’s or project’s technology transfer contract shall be implemented in accordance with the regulations on state budget capital, state development credit capital, and state-guaranteed credit capital as stipulated in the Investment and Construction Management Regulations issued by the Government. In cases where state budget capital, state development credit capital, or state-guaranteed credit capital account for or exceed the total proportion of other sources of capital, the price and payment method in the technology transfer contract of the enterprise or that project shall be implemented in accordance with the regulations on state budget capital, state development credit capital, and state-guaranteed credit capital as stipulated in the Investment and Construction Management Regulations issued by the Government.

4. For technology transfer contracts where the receiving party has multiple sources of capital, including state budget capital, state development credit capital, and state-guaranteed credit capital, and the bylaws of the receiving party require annual financial settlement and annual financial plans to be approved by the Board of Directors, the price and payment method in the technology transfer contract must be approved by the Board of Directors before registration.

5. The price and payment method for transferring technological content belonging to or attached to industrial property objects permitted to be transferred and still within the protection period under Vietnamese law must comply with the provisions of the technology transfer law.

Article 24. 5. The price and payment method for transferring technological content belonging to or attached to industrial property objects permitted for transfer and still within the protection period under Vietnamese law must comply with the provisions of the technology transfer law.

Payment methods for technology transfer

Payment for technology transfer shall be agreed upon by the parties according to the following methods:

1. Incorporating the value of transferred technology into the capital contribution in investment projects.

2. Paying in installments based on a percentage of net sales price or by determining a sum payable per unit of product (produced using the transferred technology) sold.

3. Paying in installments based on a percentage of net revenue or pre-tax profit.

4. Paying in full or in several installments in cash or goods consistent with the progress of technology transfer and the provisions of Vietnamese law.

Article 25. 5. Agreeing on other payment methods or combining the payment methods specified in Clauses 1, 2, 3, and 4 of this Article.

Accounting for technology transfer costs

Article 26. For technology transfer contracts from abroad into Vietnam and domestic technology transfer contracts required to be registered and confirmed according to this Decree, such contracts shall not have legal effect if they have not been registered and confirmed by the competent state agency and the receiving party has not accounted for the costs of technology transfer contents in the product cost.

Technology transfer tax

2. 1. The transferring party has the obligation to pay taxes on the amount received from technology transfer activities. The rate of technology transfer tax shall be implemented in accordance with the tax laws of Vietnam.

Article 27. Tax incentives for technology transfer shall be implemented in accordance with the tax laws of Vietnam. Review fees

Technology transfer contracts

PART IV
When submitting an application for registration of a technology transfer contract, the applicant must submit a review fee for the contract in accordance with the law.

Article 28. State management of technology transfer

Contents of state management of technology transfer include:

1. Issuing legal documents on technology transfer, developing policies and strategies on technology transfer, organizing guidance and inspection of the implementation of these documents.

2. Confirming registration of technology transfer contracts, suspending, or revoking the confirmation of registration of technology transfer contracts.

3. Managing technology transfer activities.

4. Managing activities of evaluating, reviewing, and appraising technology, providing and using consulting services on technology transfer.

5. Developing export and import policies for technology.

6. Promoting and disseminating knowledge about technology transfer; providing information on technology.

7. Inspecting and auditing technology transfer activities, evaluation, review, and appraisal of technology, provision and use of consulting services on technology transfer.

8. Resolving complaints and handling violations of laws on technology transfer, evaluation, review, and appraisal of technology, provision and use of consulting services on technology transfer.

9. Training specialized skills in technology transfer.

10. Organizing international cooperation activities in the aforementioned fields.

Article 29. Principles for defining state management authority over technology transfer activities

The Government uniformly manages state affairs related to technology transfer nationwide. The Government assigns responsibilities to Ministries, agencies at the level of Ministries, government agencies, provincial People's Committees directly under the Central Government to assist the Government in performing the state management functions prescribed in Article 28 of this Decree.

The allocation of tasks and authorities for state management of technology transfer activities among Ministries, agencies at the level of Ministries, government agencies, provincial People's Committees directly under the Central Government shall be based on the following principles:

1. Enhancing the role and responsibility of Ministries, agencies at the level of Ministries, government agencies, provincial People's Committees directly under the Central Government in inspecting and supervising technology transfer activities and the technology transfer process to ensure that transferred technology and imported machinery and equipment for investment projects are advanced and modern, bringing economic benefits in production and business; promptly correcting errors and preventing damage to state assets and people's property; protecting people's health and living environment.

2. Ensure centralized and unified management throughout the country while reasonably allocating responsibilities in accordance with the capabilities and specialized technical expertise of each Ministry, ministerial-level agency, government-affiliated agency, and locality. Ministries, ministerial-level agencies, government-affiliated agencies, and provincial People's Committees directly bear responsibility before the Government within the scope of their assigned management authority.

Article 30. Responsibilities of Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, and centrally governed city People's Committees

1. Responsibilities of the Ministry of Science and Technology:

a) Assist the Government in uniformly directing state management over technology transfer activities, evaluation, examination, and certification of technology nationwide as stipulated in Article 28 of this Decree.

b) Uniformly manage and guide the implementation of policies and legal regulations concerning technology transfer activities, evaluation, examination, and certification of technology. Take the lead and coordinate with Ministries, ministerial-level agencies, and government-affiliated agencies to submit to the Prime Minister for issuance of a list of technological fields for producing products related to safety, health, hygiene, environment, and national security that must have certification documentation.

c) Manage activities related to the supply and use of consulting services on technology transfer. Specify conditions for establishment and operation of technology transfer consulting organizations; submit to the Prime Minister for issuance of regulations specifying conditions for establishment and operation of technology evaluation and certification organizations.

d) Develop policies and strategies, improve organizational structures and professional training for technology transfer management.

đ) Lead and coordinate with Ministries, ministerial-level agencies, government-affiliated agencies, and provincial People's Committees in inspecting, supervising, evaluating, and reporting on technology transfer activities, evaluation, examination, and certification of technology.

The technology management agency under the Ministry of Science and Technology assists the Minister of Science and Technology in implementing state management over technology transfer.

2. Responsibilities of Ministries, ministerial-level agencies, government-affiliated agencies, and provincial People's Committees:

a) Manage technology transfer activities, evaluation, examination, and certification of technology, and activities related to the supply and use of consulting services on technology transfer within the scope of their delegated authority in their respective areas of responsibility.

Examine and decide on technology transfer contracts within investment projects and tender projects under their investment decision-making authority, and projects authorized by superiors to approve investments according to the Investment Management Regulations issued by the Government.

b) Inspect or coordinate with relevant functional agencies in inspecting technology transfer activities, evaluation, examination, and certification of technology, and activities related to the supply and use of consulting services on technology transfer within the scope of their delegated authority in their respective areas of responsibility.

c) The Ministry of Finance is responsible for leading and coordinating with the Ministry of Science and Technology in issuing regulations on fees for examining technology transfer contracts.

d) Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, and chairpersons of provincial People's Committees shall annually submit reports on the previous year's situation regarding technology transfer activities, evaluation, examination, and certification of technology, and activities related to the supply and use of consulting services on technology transfer within their respective areas of responsibility to the Ministry of Science and Technology for consolidation and submission to the Prime Minister.

Article 31. Registration of Technology Transfer Contracts

1. The following technology transfer contracts must be registered:

a) Technology transfer contracts from abroad into Vietnam;

b) Technology transfer contracts from Vietnam to abroad;

c) Domestic technology transfer contracts valued at VND 500,000,000 or more. For domestic technology transfer contracts valued less than VND 500,000,000, the transferring party and receiving party may voluntarily register to enjoy preferential policies on technology transfer provided by the State.

2. The registration confirmation agency has the right to revoke the registration confirmation of a technology transfer contract if it discovers any violation of the law.

Article 32. Delegation of Authority for Registration Confirmation of Technology Transfer Contracts

1. The Ministry of Science and Technology confirms registration:

a) Technology transfer contracts from abroad into Vietnam with a payment value exceeding VND 1,000,000,000;

b) Technology transfer contracts from Vietnam to abroad.

2. Provincial Department of Science and Technology where the technology recipient registers business operations confirms registration:

a) Technology transfer contracts from abroad into Vietnam with a total payment value up to VND 1,000,000,000;

b) Domestic technology transfer contracts valued at VND 500,000,000 or more.

3. The registration confirmation agency is responsible for generally monitoring the implementation of registered technology transfer contracts, and if any violation of the law is discovered, it must recommend the competent state agency to handle the matter according to the law.

Article 33. Documents for Registration of Technology Transfer Contracts

The registration documents include:

1. A registration request form prescribed by the Ministry of Science and Technology.

2. The contract signed by all parties and stamped (if the participants are legal entities), and any annexes (if any) with signatures of all parties (or stamped across pages if the participants are legal entities) on all pages of the contract and annexes.

3. A summary of the transferred technology content (or Feasibility Study Report of the Project).

4. Certifying documents:

a) Legal status of the parties to the contract (Business License);

b) Legal status of the representatives of the parties to the contract;

c) Industrial property rights certificates in Vietnam in cases where ownership and usage rights of industrial property objects already granted certificates are transferred.

d) Document issued by the competent authority deciding investment (as prescribed in the Investment Management Regulation and Construction Regulation issued by the Government) approving the Technology Transfer Contract (in cases where the Project uses state budget funds, state development credit funds, or state-guaranteed credit funds);

đ) Minutes of the Board of Directors of the Receiving Party agreeing to approve the Technology Transfer Contract when the Receiving Party has state capital and the Articles of Association of the Receiving Party stipulate that the Board of Directors must agree to approve the annual revenue and expenditure plan of the Receiving Party;

e) Certificate of technology evaluation and appraisal for technologies listed in the Catalogue of fields requiring mandatory certificates of evaluation and appraisal signed by the Prime Minister to issue;

Article 34. Procedure for registering Technology Transfer Contracts

1. Registration procedure for Contracts:

a) The application dossier for registering the Contract shall be submitted to the competent state management agency within no more than 90 days from the date both Parties sign the Contract;

b) Within 15 working days from the date of receiving a complete and valid dossier, if the competent state management agency does not issue a document requesting amendments or supplements, the competent state management agency shall confirm the registration of the Technology Transfer Contract;

c) Within 15 working days from the date of receiving a complete and valid dossier, if the competent state management agency issues a document requesting amendments or supplements to the dossier, the Contract Parties must make the requested amendments or supplements. Within 10 working days from the date of receiving a complete and valid amended and supplemented dossier, if the competent state management agency does not request further amendments or supplements, the competent state management agency shall confirm the registration of the Technology Transfer Contract;

d) Within 60 days from the date of receipt of the document requesting amendments or supplements from the competent state management agency regarding the registration of the Contract, if the Contract Parties fail to meet the requirements for amendments or supplements, the registration application will be invalid;

2. The registration procedure for supplementary Contracts also applies the provisions of Clause 2 of this Article;

3. The registration procedure for Contracts transferring ownership and usage rights of industrial property objects shall be carried out in accordance with the relevant laws on industrial property;

The confirmation document of the Contract registration demonstrates the legality of the Contract, serving as the basis for tax incentives for income from Contracts, and is the basis for transferring foreign currency for payment for purchasing technology from abroad;

The confirmation document of the Contract registration shall be prepared according to a unified form guided by the Ministry of Science and Technology;

Article 35. Right to seek professional opinions

During the process of deciding or registering Technology Transfer Contracts, Ministries, agencies at the level of ministries, government agencies, provincial People's Committees, and centrally-administered city People's Committees may seek professional opinions from evaluation and appraisal organizations, specialized agencies, and experts in related fields. Evaluation and appraisal organizations, agencies, and experts sought for their opinions have the responsibility to provide honest, objective opinions and ensure the confidentiality of related information;

Article 36. Petitioning and Reporting

Organizations and individuals have the right to appeal against the confirmation of registration, refusal to confirm registration, or revocation of registration of Technology Transfer Contracts; individuals have the right to report violations of laws on technology transfer according to the provisions of the Law on Petitions and Complaints;

Article 37. Administrative violation handling in the field of technology transfer

The handling of administrative violations in the field of technology transfer shall be carried out in accordance with the current regulations of Vietnamese law;

CHAPTER V
IMPLEMENTING PROVISIONS

Article 38. Transitional Provisions

1. Technology Transfer Contracts already confirmed registered or approved by the competent state management agency before this Decree takes effect shall continue to be valid until the end of the Contract term;

2. Application dossiers for registering or approving Technology Transfer Contracts submitted to the competent state management agencies before the effective date of this Decree but not yet resolved shall be handled in accordance with this Decree;

Article 39. Effectiveness

1. This Decree shall take effect 15 days after its publication in the Official Gazette. This Decree replaces Decree No. 45/1998/NĐ-CP dated July 1, 1998 of the Government detailing regulations on technology transfer;

2. The Minister of Science and Technology shall be responsible for guiding the implementation of this Decree;

3. Ministers, heads of agencies at the level of ministries, heads of government agencies, and Chairmen of provincial People's Committees and centrally-administered city People's Committees shall be responsible for implementing this Decree./.